Digicontent Limited — AGM Information 2020

Aug 25, 2020

DIGICO�TENT LIMITED

I formerly known as HT Digital Ventures Limited)

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Registered Office: Hindustan Times House (2nd Floor) 18-20, Kasturba Gandhi Marg, New Delhi 110 001, India 0 +91 11 6656 1234 0+91 11 6656 1270 1!i www.digicontent.co.in G corporatedept@digicontent.co.in CIN: L74999DL2017PLC322147

Ref: DCL/CS/160/2020

25[th ] August, 2020

BSE Limited P.J. Tower, Dalal Street MUMBAI - 400 001

The National Stock Exchange of India Limited Exchange Plaza, 5[th ] Floor Plot No. C/1, G Block Bandra - Kurla Complex, Bandra (East) MUMBAI - 400 051

Scrip Code: 542685 Trading Symbol: DGCONTENT

Dear Sirs,

Sub: Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR") - Proceedings of 3[rd ] Annual General Meeting (AGM of Digicontent Limited

This is to inform you that the 3[rd ] AGM of members of the Company was held today i.e. August 25, 2020 at 11.00 AM via Video Conferencing.

In the above connection, please find enclosed herewith proceedings of the said AGM m compliance with Regulation 30 of SEBI LODR.

This is for your information and records.

Thanking you,

Yours faithfully,

For DIGI TENT LIMITED

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Company Secretary �

Encl.: As above

GIST OF PROCEEDINGS OF 3rd ANNUAL GENERAL MEETING

DIG I CONTENT LIMITED

Date, Time and Venue:

The 3rd Annual General Meeting ("A GM/Meeting") of Members of Digicontent Limited was held on Tuesday, the 25th August, 2020 at 11 :00 AM (IST) via Video Conferencing (VC)/Other Audio Visual Means.

Directors present:

1. Mr. Priyavrat Bhartia, Chairman

2. Mr. Vivek Mehra, Independent Director and Chairman of Audit Committee

3. Mr. Ajay Relan, Independent Director, Chairman of Nomination & Remuneration Committee and Stakeholders' Relationship Committee

4. Ms. Suchitra Rajendra, Independent Director

5. Mr. Praveen Someshwar, Non-executive Director

6. Mr. Dinesh Mittal, Non-executive Director

In attendance:

• Mr. Puneet Jain, Chief Executive Officer

• Mr. Anup Shanna, Chief Financial Officer

Mr. Vikas Prakash, Company Secretary

Mr. Rajesh Arora and Mr. Kuna! Kapur, representatives of B S R and Associates, Statutory Auditor

• Mr. Manish Gupta, representative of RMG & Associates, Secretarial Auditor

Gist of proceedings:

Mr. Priyavrat Bhartia, Chairman welcomed the members who attended the meeting. The requisite quorwu being present, he called the meeting to order. He introduced the Directors and Key Managerial Personnel to the members.

Chairman mentioned that all necessary steps have been taken as required by law to enable the Members to participate and vote on the resolutions set out in the notice convening the AGM, by remote e-voting facility and e-voting at the AGM (InstaPoll). Mr. Saoket Jain, Practicing Company Secretary has been appointed as Scrutinizer to scrutinize the e-voting process. Chairman also mentioned that the Register of Directors & Key Managerial Personnel, Register of Contracts or Arrangements, and other relevant documents, are available for inspection by members.

The notice convening the AGM and the Auditor's report on the financial statements for the financial year ended on 31st March, 2020 were taken as read, since there was no reservation, or qualification.

Items of business:

Fo11owing items of business set out in the notice convening this AGM were transacted at the meeting:

Ordinary Business

1. To receive, consider and adopt:

2. a) the audited standalone financial statements of the Company for the financial year ended 31[st ] March, 2020 and the reports of the Board of Directors and Auditors thereon; and

3. b) the audited consolidated financial statements of the Company for the financial year ended 31[st ] March, 2020 and report of the Auditors thereon.

4. To appoint Mr. Praveen Someshwar (DIN: 01802656) as a Director, who retires by rotation and, being eligible, offers himself for re-appointment.

5. To appoint B S R and Associates, Chartered Accountants (Firm Regn. No. 128901 W) as Statutory Auditor of the Company for a tenure of 5 years from the conclusion of this AGM till the conclusion of AGM to be held in the calendar year 2025.

Special Business

1. To appoint Mr. Ajay Relan (DIN: 00002632) as an Independent Director.

2. To appoint Mr. Vivek Mehra (DIN: 00101328) as an Independent Director.

3. To appoint Ms. Suchitra Rajendra (DIN: 07962214) as an Independent Director.

4. To appoint Mr. Dinesh Mittal (DIN: 00105769) as Non-Executive Director.

Thereafter, the shareholders who had pre-registered themselves as 'Speaker' were given the opportunity to speak. Their queries/questions on operations/business of the Company were suitably replied by CFO.

Thereafter, Chairman informed the members that e-voting at the meeting will be activated shortly, and the same will be available for next 15 minutes. The results of voting shall be declared within the time prescribed therefor, and will be uploaded on the Company's website and shall be intimated to the Stock Exchanges.

The meeting concluded at 11 :45 AM (1ST) with a vote of thanks to the chair.

Place: New Delhi Date: August 25, 2020

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Note: The above document does not constitute minutes of the proceedings of the Annual General Meeting.